-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AOu5OWBSLC8gtWh00wP4W/RGV18PApSdLpBQL836M4DiQCMevm3aPbJiofQLVUZb erv7iPqYA2BvAxQuKdc3Ag== 0000905148-01-000745.txt : 20010328 0000905148-01-000745.hdr.sgml : 20010328 ACCESSION NUMBER: 0000905148-01-000745 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH MUNICIPAL BOND FUND INC CENTRAL INDEX KEY: 0000225635 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132896246 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-14/A SEC ACT: SEC FILE NUMBER: 333-57634 FILM NUMBER: 1580620 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822026 FORMER COMPANY: FORMER CONFORMED NAME: ONE LIBERTY MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19780622 N-14/A 1 0001.txt T:\EDGAR2001\NATIONAL\N-14AMEND.TXT As filed with the Securities and Exchange Commission on March 27, 2001 Securities Act File No. 333-57634 Investment Company Act File No. 811-02688 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- [x] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No. (Check Appropriate Box or Boxes) -------------------- MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Exact Name of Registrant as Specified in Its Charter) -------------------- (609) 282-2800 (Area Code And Telephone Number) -------------------- 800 Scudders Mill Road Plainsboro, New Jersey 08536 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) -------------------- Terry K. Glenn Merrill Lynch Municipal Bond Fund, Inc. 800 Scudders Mill Road, Plainsboro, New Jersey 08536 Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011 (Name and Address of Agent for Service) -------------------- Copies to: Leonard B. Mackey, Jr., Esq. Laurin Blumenthal Kleiman, Esq. Michael J. Hennewinkel, Esq. Clifford Chance Rogers & Wells LLP Brown & Wood LLP Fund Asset Management, L.P. 200 Park Avenue One World Trade Center 800 Scudders Mill Road New York, NY 10166 New York, NY 10048-0557 Plainsboro, NJ 08536
-------------------- It is proposed that this filing will become effective April 26, 2001 pursuant to Rule 488. -------------------- Title of Securities to Be Registered: Common Stock, par value $.10 per share. No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940. ============================================================================== This Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-57634) (the "Registration Statement") consists of the following: (1) Facing Sheet of the Registration Statement, (2) Part C to the Registration Statement (including signature page), and (3) Exhibits 14(a), 14(b), 14(c), 14(d) and 14(e). Parts A and B are incorporated herein by reference from the Registration Statement filed on March 26, 2001. This Pre-Effective Amendment No. 1 to the Registration Statement is being filed solely to remove the delaying amendment that appeared on the facing sheet of the Registration Statement filed on March 26, 2001. PART C OTHER INFORMATION Item 15. Indemnification. Reference is made to Article VI of the Registrant's Articles of Incorporation, Article VI of the Registrant's By-Laws, Section 2-418 of the Maryland General Corporation Law and Section 9 of the Class A, Class B, Class C and Class D Distribution Agreements. Insofar as the conditional advancing of indemnification moneys for actions based on the Investment Company Act of 1940, as amended (the "Investment Company Act"), may be concerned, Article VI of the Registrant's By-Laws provides that such payments will be made only on the following conditions: (i) advances may be made only on receipt of a written affirmation of such person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any such advance if it is ultimately determined that the standard of conduct has not been met; and (ii) (a) such promise must be secured by a security for the undertaking in form and amount acceptable to the Registrant, (b) the Registrant is insured against losses arising by receipt by the advance, or (c) a majority of a quorum of the Registrant's disinterested non-party Directors, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that at the time the advance is proposed to be made, there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. In Section 9 of the Class A, Class B, Class C and Class D Shares Distribution Agreements relating to the securities being offered hereby, the Registrant agrees to indemnify the FAM Distributors, Inc (the "Distributor") and each person, if any, who controls the Distributor within the meaning o the Securities Act of 1933, as amended (the "Securities Act"), against certain types of civil liabilities arising in connection with the Registration Statement or Prospectus and Statement of Additional Information. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person or the principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. 1(a) -- Articles of Incorporation of the Registrant, dated September 30, 1976.(a) 1(b) -- Articles of Amendment to the Articles of Incorporation of the Registrant, dated October 4, 1976.(b) 1(c) -- Articles Supplementary to the Articles of Incorporation of the Registrant, increasing the authorized capital stock of the Insured Portfolio, (c) 1(d) -- Articles Supplementary to the Articles of Incorporation of the Registrant, establishing Class B Common Stock of the Limited Maturity Portfolio.(d) 2 -- By-Laws of the Registrant.(b) 3 -- Not applicable. 4 -- Form of Agreement and Plan of Reorganization between the Registrant and Merrill Lynch Multi-State Municipal Series Trust.(e) 5 -- Copies of instruments defining the rights of stockholders, including the relevant portions of the Articles of Incorporation of the Registrant, as amended and supplemented, and the By-Laws of the Registrant.(f) 6(a) -- Form of Advisory Agreement between the Registrant and Fund Asset Management, L.P.(a) 7 -- Form of Unified Distribution Agreement between the Registrant and the Distributor.(g) 8 -- None. 9 -- Custody Agreement between the Registrant and The Bank of New York.(a) 10(a) -- Form of Amended and Restated Class B Distribution Plan.(h) 10(b) -- Form of Amended and Restated Class C Distribution Plan.(h) 10(c) -- Form of Amended and Restated Class D Distribution Plan.(h) 10(d) -- Merrill Lynch Select(SM) Pricing System Plan pursuant to Rule 18f-3 under the Investment Company Act.(i) 11 -- Opinion and Consent of Brown & Wood LLP.(j) 12 -- Private Letter Ruling from the Internal Revenue Service.(k) 13 -- Not applicable. 14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant. 14(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Arkansas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust. 14(c) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Colorado Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust. 14(d) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch New Mexico Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust. 14(e) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Oregon Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust. 15 -- Not applicable. 16 -- Power of Attorney.(l) 17(a) -- Prospectus, dated October 27, 2000, of the Registrant.(j) 17(b) -- Statement of additional information, dated October 27, 2000, of the Registrant.(j) 17(c) -- Annual Report to Shareholders of the Registrant, as of June 30, 2000.(j) 17(d) -- Semi-Annual Report to Shareholders of the Registrant, as of December 31, 2000.(j) 17(e) -- Annual Report to Shareholders of Merrill Lynch Arkansas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust as of July 31, 2000.(j) 17(f) -- Annual Report to Shareholders of Merrill Lynch Colorado Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust as of July 31, 2000.(j) 17(g) -- Annual Report to Shareholders of Merrill Lynch New Mexico Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust as of July 31, 2000.(j) 17(h) -- Annual Report to Shareholders of Merrill Lynch Oregon Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust as of July 31, 2000.(j) 17(i) -- Semi-Annual Report to Shareholders of Merrill Lynch Arkansas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of January 31, 2001.(j) 17(j) -- Semi-Annual Report to Shareholders of Merrill Lynch Colorado Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of January 31, 2001.(j) 17(k) -- Semi-Annual Report to Shareholders of Merrill Lynch New Mexico Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of January 31, 2001.(j) 17(l) -- Semi-Annual Report to Shareholders of Merrill Lynch Oregon Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of January 31, 2001.(j) - ----------------- (a) Filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No. 4 to Registrant's Registration Statement on Form N-1A (File No. 2-57354) under the Securities Act (the "Registration Statement"). (b) Filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. (c) Filed on October 29, 1990 as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement. (d) Filed on September 1, 1992 as an Exhibit to Post-Effective Amendment No. 16 to the Registration Statement. (e) Included as Exhibit I to the Proxy Statement and Prospectus contained in this Registration Statement. (f) Reference is made to Article V (section 3), Article VI (sections 3 and 5), Article VII and Article VIII of the Registrant's Articles of Incorporation filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No 4 to the Registration Statement; and to Article II, Article III (section 3,5 and 6), Article VII, Article XII, Article XIII and Article XV of the Registrant's By-Laws, filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement (g) Incorporated by reference to Exhibit 5 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (h) Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (i) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, filed on January 25, 1996, relating to shares of Merrill Lynch New York Municipal Bond Fund series of Merrill Lynch Multi-State Municipal Series Trust (File No. 2-99473). (j) Incorporated by reference to the Registrant's Registration Statement on Form N-14 (File No. 333-57634) filed on March 26, 2001. (k) To be filed by post-effective amendment. (l) Included on the signature page of the Proxy Statement and Prospectus contained in this Registration Statement. Item 17. Undertakings. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is party of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be field as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be anew registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file, by post-effective amendment, either a copy of the Internal Revenue Service private letter ruling applied for or an opinion of counsel as to certain tax matters, within a reasonable time after receipt of such ruling or opinion. SIGNATURES As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Township of Plainsboro and State of New Jersey, on the 27th day of March, 2001. MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Registrant) By: /s/ Terry K. Glenn ------------------------------------- (Terry K. Glenn, President) Each person whose signature appears below hereby authorizes Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino, or any of them, as attorney-in-fact, to sign on his or her behalf, individually and in each capacity stated below, any amendments to this Registration Statement (including post-effective amendments) and to file the same, with all exhibits thereto, with the Securities and Exchange Commission. As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Terry K. Glenn President (Principal Executive Officer) and March 27, 2001 - ------------------------------------------------ Director (Terry K. Glenn) /s/ Donald C. Burke Vice President and Treasurer (Principal March 27, 2001 - ------------------------------------------------ Financial and Accounting Officer) (Donald C. Burke) /s/ Ronald W. Forbes Director March 27, 2001 - ------------------------------------------------ (Ronald W. Forbes) /s/ Cynthia A. Montgomery Director March 27, 2001 - ---------------------------------------------- (Cynthia A. Montgomery) /s/ Charles C. Reilly Director March 27, 2001 - ------------------------------------------------- (Charles C. Reilly) /s/ Kevin A. Ryan Director March 27, 2001 - ----------------------------------------------- (Kevin A. Ryan) /s/ Roscoe S. Suddarth Director March 27, 2001 - ----------------------------------------------- (Roscoe S. Suddarth) /s/ Richard R. West Director March 27, 2001 - ----------------------------------------------- (Richard R. West) /s/ Edward D. Zinbarg Director March 27, 2001 - ---------------------------------------------- (Edward D. Zinbarg)
EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant. 14(b) -- Consent of Deloitte & Touche LLP, independent auditors for the Merrill Lynch Arkansas Fund of the Merrill Lynch Multi-State Municipal Series Trust. 14(c) -- Consent of Deloitte & Touche LLP, independent auditors for the Merrill Lynch Colorado Fund of the Merrill Lynch Multi-State Municipal Series Trust. 14(d) -- Consent of Deloitte & Touche LLP, independent auditors for the Merrill Lynch New Mexico Fund of the Merrill Lynch Multi-State Municipal Series Trust. 14(e) -- Consent of Deloitte & Touche LLP, independent auditors for the Merrill Lynch Oregon Fund of the Merrill Lynch Multi-State Municipal Series Trust. EX-14.A 2 0002.txt Exhibit 14.a INDEPENDENT AUDITORS' CONSENT We consent to the use in Registration Statement File No. 811-02688 on Form N-14 of Merrill Lynch Municipal Bond Fund, Inc. (the "Fund"), which includes the National Portfolio, of our report dated August 18, 2000 appearing in the Annual Report of the Fund for the year ended June 30, 2000, and to the references to us under the captions "COMPARISON OF THE FUNDS-Financial Highlights-NATIONAL PORTFOLIO" and "EXPERTS", appearing in the Proxy Statement and Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Princeton, New Jersey March 23, 2001 EX-14.B 3 0003.txt Exhibit 14.b INDEPENDENT AUDITORS' CONSENT We consent to the use in Registration Statement File No. 811-02688 on Form N-14 of Merrill Lynch Municipal Bond Fund, Inc. of our report dated September 8, 2000 for Merrill Lynch Arkansas Municipal Bond Fund (the "Fund") of Merrill Lynch Multi-State Municipal Series Trust appearing in the Annual Report of the Fund for the year ended July 31, 2000, and to the references to us under the captions "COMPARISON OF THE FUNDS-Financial Highlights- ARKANSAS FUND" and "EXPERTS", appearing in the Proxy Statement and Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Princeton, New Jersey March 23, 2001 EX-14.C 4 0004.txt Exhibit 14.c INDEPENDENT AUDITORS' CONSENT We consent to the use in Registration Statement File No. 811-02688 on Form N-14 of Merrill Lynch Municipal Bond Fund, Inc. of our report dated September 8, 2000 for Merrill Lynch Colorado Municipal Bond Fund (the "Fund") of Merrill Lynch Multi-State Municipal Series Trust appearing in the Annual Report of the Fund for the year ended July 31, 2000, and to the references to us under the captions "COMPARISON OF THE FUNDS-Financial Highlights-COLORADO FUND" and "EXPERTS", appearing in the Proxy Statement and Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Princeton, New Jersey March 23, 2001 EX-14.D 5 0005.txt Exhibit 14.d INDEPENDENT AUDITORS' CONSENT We consent to the use in Registration Statement File No. 811-02688 on Form N-14 of Merrill Lynch Municipal Bond Fund, Inc. of our report dated September 6, 2000 for Merrill Lynch New Mexico Municipal Bond Fund (the "Fund") of Merrill Lynch Multi-State Municipal Series Trust appearing in the Annual Report of the Fund for the year ended July 31, 2000, and to the references to us under the captions "COMPARISON OF THE FUNDS-Financial Highlights-NEW MEXICO FUND" and "EXPERTS", appearing in the Proxy Statement and Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Princeton, New Jersey March 23, 2001 EX-14.E 6 0006.txt Exhibit 14.e INDEPENDENT AUDITORS' CONSENT We consent to the use in Registration Statement File No. 811-02688 on Form N-14 of Merrill Lynch Municipal Bond Fund, Inc. of our report dated September 11, 2000 for Merrill Lynch Oregon Municipal Bond Fund (the "Fund") of Merrill Lynch Multi-State Municipal Series Trust appearing in the Annual Report of the Fund for the year ended July 31, 2000, and to the references to us under the captions "COMPARISON OF THE FUNDS-Financial Highlights-OREGON FUND" and "EXPERTS", appearing in the Proxy Statement and Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Princeton, New Jersey March 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----